MASTER TERMS AND CONDITIONS OF WEB PRINT MEDIA SWITZERLAND SÀRL (WPM)

Draft for Swiss-qualified legal review before publicationLegal company: Web Print Media Switzerland Sàrl (“WPM”, “we”, “us” or “our”)Registered office in Neuchâtel, Effective date: 20.01.2023. These Master Terms and Conditions apply to WPM and to the products, services, websites, applications, platforms and brands operated, supplied or resold by WPM, including Professional Designers, SwissPayout, Chaslay, and any other WPM brand identified in a quotation, order, platform or brand-specific page (each a “Brand”).

1. Contracting Entity and Brand Structure

The contracting entity is WPM unless a quotation, order confirmation or separate agreement expressly identifies another legal entity. A Brand is a trading name, product name or service line of WPM and is not, by itself, a separate legal person. References to a Brand in marketing, software, invoices, emails or support channels refer to WPM unless clearly stated otherwise.These Terms govern website access, enquiries, orders, subscriptions, software, hosting, domains, development, maintenance, support, payment services, ordering systems, terminals and related services (the “Services”). A quotation, order confirmation, service agreement, SLA or product schedule may contain additional terms. If terms conflict, the following order applies: mandatory law, a negotiated individual agreement, the applicable order or quotation, a brand or product schedule, these Master Terms, and any general Website terms.

2. Acceptance and No Handwritten Signature Requirement

A contract may be formed by a handwritten signature, qualified or ordinary electronic signature, click acceptance, email confirmation, payment, placing an order, instructing WPM to begin work, accessing a paid account, or other conduct objectively confirming acceptance. A handwritten signature is not required unless mandatory law or the parties expressly require a particular form.WPM will make the applicable Terms available before or at the time of acceptance. The customer is responsible for reviewing the applicable version. WPM should retain the accepted text, date, version, IP or account record and the relevant quotation or order.Use of a Website alone does not necessarily create a paid service contract. Where a user merely browses a Website, these Terms apply only to Website use. Paid Services are governed by the accepted quotation, order or account terms.If the customer accepts on behalf of a business, the customer confirms authority to bind that business. If the customer is a consumer, mandatory consumer rights and jurisdiction rules remain unaffected.

3. Changes to These Terms and Service Changes

WPM may amend these Terms, product descriptions, technical documentation and operational policies from time to time, including to reflect legal, security, technical, supplier or business changes. The current version will be published on the relevant WPM or Brand Website, and customers should review the applicable Terms periodically.For Website use and future orders, changes apply when published. For an existing paid contract, a change that materially disadvantages the customer will apply only to the extent permitted by the contract and applicable law. Where notice is legally required or commercially appropriate, WPM may notify the customer by email, account notice or invoice. Continued use after the effective date may constitute acceptance only where the customer has had a reasonable opportunity to review the change and applicable law permits that method. If a customer rejects a material change, the parties may end the affected recurring Service at the next permitted termination date.WPM may modify, replace, suspend or discontinue a Service, feature, Brand or third-party integration where reasonably necessary for security, legal compliance, technical compatibility, supplier changes or business reasons. Where reasonably practicable, WPM will provide a comparable alternative or notice.

4. Orders, Offers and Scope of Work

Website content and price indications are generally invitations to request an offer and are not binding until WPM confirms the order or begins performance. A quotation is valid for the period stated in it; if no period is stated, it may be withdrawn before acceptance.WPM will perform the work described in the accepted quotation or order. Additional pages, features, integrations, revisions, languages, content, travel, support, data migration or other work outside the agreed scope may affect price and delivery time and may require a change order or electronic approval.WPM may use subcontractors and third-party providers. Delivery dates are estimates unless expressly stated as binding. The customer must provide timely instructions, content, approvals, credentials, access and other cooperation. Delays caused by the customer extend delivery times and may generate additional charges.

5. Client Materials and Intellectual Property

The customer is responsible for the legality, accuracy and rights associated with text, images, translations, logos, products, prices, payment information, databases and other materials supplied to WPM. The customer grants WPM the rights needed to use those materials to perform the Services.The customer will indemnify WPM against third-party claims, losses and reasonable documented costs arising from the customer’s unlawful or infringing materials, instructions, products or business operations, except to the extent caused by WPM’s unlawful intent or gross negligence.WPM retains ownership of its pre-existing materials, reusable code, frameworks, templates, plugins, tools, source code, know-how, infrastructure and general development methods. Client-specific deliverables are transferred or licensed only as stated in the quotation and, unless otherwise stated, after full payment of all amounts due for them. Source code, hosting administrator credentials and internal platform code are not transferred unless expressly included.WPM may display non-confidential screenshots or a description of completed work in its portfolio unless the customer objects in writing before publication. WPM will not use confidential information for portfolio purposes.

6. Website, Account and Platform Use

Users must use WPM Websites and Services lawfully and must not bypass security, access another person’s account, introduce malware, scrape data without permission, test vulnerabilities without written authorisation, impersonate another person, send spam, commit fraud or infringe third-party rights.Users must keep credentials confidential and report suspected unauthorised access or security incidents promptly. WPM may require password changes, multifactor authentication or other security measures. WPM may restrict or suspend access where reasonably necessary to protect security, personal data, payment transactions, WPM, other customers or third parties.WPM does not guarantee uninterrupted or error-free Website or platform availability. Maintenance, updates, third-party outages, telecommunications failures, force majeure, cyberattacks and customer configuration may affect availability.

7. Prices, VAT and Payment

Prices are in CHF unless stated otherwise and exclude Swiss VAT unless the quotation or invoice states that VAT is included. Fees, recurring charges, setup charges, usage charges, payment-provider charges and renewal charges are those stated in the applicable quotation, order or schedule.Unless a different deadline is stated, invoices are due within 15 days after receipt. Payment is made only when funds have reached WPM’s unconditional control. The customer may not withhold or set off amounts unless the counterclaim is undisputed or finally established by a court.A customer in default may owe statutory default interest of 5% per annum and reasonable, documented reminder, collection and enforcement costs to the extent permitted by Swiss law. Any fixed reminder charge must be proportionate to the administrative cost incurred. WPM may assign unpaid receivables to a collection agency or other assignee.Payment-card or payment-method surcharges may be charged only where permitted by applicable law and the relevant provider rules and will be disclosed before payment.

8. Non-Payment, Suspension and Access Blocking

If an invoice is unpaid after its due date, WPM may issue reminders identifying the amount due. Unless a shorter period is justified by fraud, security, regulatory or imminent operational risk, WPM will give a written final notice with a reasonable final period of at least 10 calendar days to pay or submit a substantiated dispute.If an undisputed overdue amount remains unpaid after that period, WPM may, to the extent proportionate and legally permitted, suspend the affected Service, stop work and support, block access to the relevant application, customer account or backend panel, refuse renewal of the relevant domain, hosting or software licence, or terminate the affected Service. WPM may act immediately where reasonably necessary to address fraud, unlawful use, security or regulatory risk.Where practicable, WPM will restrict only the affected Service. Recurring charges continue during suspension where stated in the applicable quotation or agreement. Access may be restored after cleared payment and reasonable restoration costs.WPM is not liable for loss caused by suspension, expiry, deletion or unavailability resulting from the customer’s non-payment, except to the extent caused by WPM’s unlawful intent or gross negligence or otherwise prohibited by mandatory law. The customer remains responsible for independent backups.

9. Payment-Terminal Settlement, Payouts and Set-Off

Where the Client has granted WPM a valid mandate, authorisation or payment instruction expressly permitting WPM to access the relevant bank account, payment account or settlement balance, WPM is authorised to withdraw, debit or set off any overdue amount owed by the Client to WPM, including permitted default interest and reasonable, documented collection costs. WPM shall exercise this right only within the scope of the mandate, authorisation or payment instruction and in accordance with applicable law and the relevant bank’s or payment provider’s agreement.Before exercising this right, WPM will provide written notice stating the amount claimed, the proposed withdrawal, debit or set-off, and the expected date of execution. The Client may submit a good-faith written dispute concerning the calculation before that date. WPM will not withdraw, debit or set off a genuinely disputed amount while the dispute is being reviewed, except where reasonably necessary to address fraud, chargebacks, sanctions, legal obligations or imminent loss. Any withdrawal, debit or set-off shall be limited to the amount legally due. WPM will provide the Client with an accounting of the amount collected. Without a valid mandate, authorisation or payment instruction or agreement, written or oral, WPM is not authorised to withdraw funds from a bank account, payment account or third-party settlement account that WPM does not legally control. WPM will not block, redirect or withhold bank payouts contrary to applicable law, the relevant bank’s or payment provider’s agreement, safeguarding obligations, chargeback rights or the rights of customers and other third parties.If direct withdrawal, debit or set-off is unavailable or legally restricted, WPM may pursue ordinary contractual, collection and debt-enforcement remedies.

10. Domains, Hosting, Software and Data

Domains, hosting, email, app stores, payment processing and other third-party services are subject to provider rules and timely payment. WPM may refuse renewal or suspend those Services after the non-payment procedure above.If expiry, suspension or deletion occurs because of customer non-payment, WPM is not responsible for resulting loss of availability, data, email, orders, revenue or goodwill, except where prohibited by mandatory law. The customer must maintain backups and arrange timely migration.Hosting-panel or administrator access may be restricted for security reasons. FTP, exports, credentials or migration assistance are provided only as stated in the applicable agreement. Unless otherwise agreed, a standard hosting transfer may be charged at CHF 400 plus VAT, and non-standard migration at the applicable hourly rate.

11. Professional Designers Services

Professional Designers is a WPM Brand for website design, development, maintenance, hosting, software and related digital services. WPM may stage work on its own server or temporary subdomain and may transfer the agreed deliverable after completion and receipt of the applicable payments.A completed deliverable must be inspected and specific defects reported in writing within 10 calendar days. WPM will reasonably remedy verified defects within the agreed scope. This process does not exclude mandatory statutory rights.The standard hourly rate is CHF 180 plus VAT unless the quotation states otherwise. Work requested for weekends or Swiss public holidays may be charged at twice the standard rate if disclosed before work begins. The first on-site visit is complimentary unless otherwise stated; further visits, travel time and expenses may be charged after prior notice.

12. Chaslay Ordering System

Chaslay is a WPM Brand for ordering, shop, POS and related systems. The applicable quotation controls rental, percentage-based charges, licence fees, hosting, hardware, renewal and notice periods. If no term is stated, the initial term is three years from acceptance or the start of performance, whichever occurs first.Where a website or shop is subsidised in exchange for a minimum term, the quotation may state an early-termination charge. Any CHF 1,500 website compensation or CHF 2,500 shop-system compensation must be clearly disclosed before acceptance and must be proportionate and subject to Swiss law. A court may reduce an excessive contractual penalty.WPM may retain ownership and administration of Chaslay domains, hosting, infrastructure, proprietary software and source code. The customer receives only the access rights expressly granted. On termination, the customer must stop using WPM-owned software and return or permit de-installation of WPM-owned hardware and software.

13. Hardware and Warranty

Hardware supplied free of charge or at a reduced price is supplied under the quotation and applicable warranty. If WPM-owned hardware is lost, intentionally damaged, damaged through misuse or not returned, WPM may charge the lower of reasonable repair or replacement cost and the original undiscounted price stated in the first quotation, less any legally required reduction.Hardware supplied for ordering or POS systems, including Sunmi T2mini, Sunmi T2S, Sunmi V2, Sunmi V2S Plus and similar devices, carries only the warranty expressly stated in the quotation. Mandatory statutory rights remain unaffected. Damage caused by misuse, unauthorised modification, ordinary wear, third-party software, power failure or external network failure is excluded to the extent legally permitted.

14. SwissPayout Services

SwissPayout is a WPM Brand for payment links, QR payments, invoices, donations, terminals, plugins, payment integrations and related payment-platform services. The customer may accept payments only for lawful goods and services approved during onboarding and must comply with applicable law, payment-provider rules, card-scheme rules, KYC/AML requirements and customer-protection obligations.Payment providers may reject business models, transactions or products that present legal, fraud, chargeback, reputational or other risk. WPM or the relevant provider may suspend, hold or reverse transactions or payouts where required by law, provider rules, fraud controls, chargebacks, sanctions, investigations or risk policies. WPM may terminate immediately for prohibited activity, fraud, illegal use or material risk.The customer is responsible for its own customers, products, delivery, refunds, cancellation policy, complaints, taxes and business terms. WPM and payment providers are not parties to the customer’s underlying sale contract unless expressly agreed.SwissPayout payment-provider terms, data-protection information and operational rules apply to payment processing. Where a third-party provider’s mandatory rules conflict with these Terms, those rules prevail for the relevant payment service.SwissPayout pricing, trial periods, renewal, payout fees and cancellation terms are stated in the applicable offer, account interface or schedule. Unless otherwise agreed, invoices are due within 30 days after receipt for SwissPayout services. Any promotional discount applies only as stated in the offer and may not apply to renewal periods.WPM may create, submit and configure payment-provider accounts on a merchant’s behalf where the merchant has authorised this in the applicable agreement. The merchant remains responsible for the truthfulness and completeness of information supplied for onboarding and must complete any required verification.

15. Personal Data and Cookies

WPM processes personal data under applicable Swiss data-protection law and, where applicable, the GDPR. The applicable Privacy Policy and cookie notice explain processing purposes, providers, international transfers, retention, data-subject rights and consent or objection mechanisms. A data-processing agreement will be used where required.WPM may use hosting, analytics, communications, identity-verification, payment, cloud, social-media, map, video and other specialist providers. Their own legal terms and privacy policies may also apply.

16. Confidentiality

Each party must keep non-public information received from the other party confidential and use it only for the relevant business purpose. This does not apply to information that is public without breach, already lawfully known, independently developed or required to be disclosed by law.

17. Liability

WPM is liable in accordance with mandatory Swiss law. Nothing in these Terms excludes or limits liability for unlawful intent or gross negligence. To the extent legally permitted, WPM is not liable for indirect or consequential loss, lost profit, lost revenue, goodwill, business interruption or loss of data caused by minor negligence, third-party services, customer content or instructions, force majeure, cyberattacks outside WPM’s reasonable control or failure to maintain backups.WPM remains responsible for mandatory liability that cannot legally be excluded. Any agreed liability cap must be stated in the applicable quotation or agreement and does not apply where prohibited by mandatory law.

18. Term and Termination

Recurring Services may be terminated according to the notice period in the applicable offer or agreement. If no period is stated, a month-to-month Service may be terminated on 30 days’ written notice effective at the end of a billing period, subject to mandatory law.WPM may suspend or terminate immediately for serious breach, unlawful use, fraud, security risk, insolvency risk, repeated non-payment or legal or regulatory requirement. Termination does not affect accrued payment obligations, confidentiality, intellectual-property rights, data obligations, liability provisions or dispute provisions.

19. Notices

Notices may be sent by email, account notification, registered Swiss post or another method providing evidence of dispatch and receipt. Customers must keep contact information current. For default, suspension, termination and important legal notices, WPM may use a method that provides evidence of receipt.

20. Governing Law and Jurisdiction

These Terms and the relevant contract are governed by substantive Swiss law, excluding conflict-of-law rules, subject to mandatory protections applicable to consumers or other protected parties. For business-to-business disputes, the competent courts at WPM’s registered office have jurisdiction unless a different legally permitted forum is stated in the applicable agreement. Mandatory jurisdiction rules remain unaffected.

21. Severability and Language

If any provision is invalid or unenforceable, it will be reduced or disregarded only to the extent necessary and the remaining provisions remain effective. WPM may provide translations for convenience. The authoritative language should be expressly identified for each market and contract. A translation does not remove mandatory rights arising under applicable law.